PATTERN ENERGY GROUP INC. as Issuer PATTERN US FINANCE COMPANY LLC as Guarantor 5.875% SENIOR NOTES DUE 2024 INDENTURE Dated as of January 25, 2017 Deutsche Bank Trust Company Americas as TrusteeIndenture • January 25th, 2017 • Pattern Energy Group Inc. • Electric services • New York
INDENTURE dated as of January 25, 2017 among Pattern Energy Group Inc., a Delaware corporation, the Guarantor (as defined herein) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
350,000,000 5.875% Senior Notes due 2024 PURCHASE AGREEMENTPurchase Agreement • January 25th, 2017 • Pattern Energy Group Inc. • Electric services • New York
Pattern Energy Group Inc., a Delaware corporation (the “Company”), confirms its agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Morgan Stanley is acting as the Representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $350,000,000 aggregate principal amount of the Company’s 5.875% Senior Notes due 2024 (the “Notes”). The Notes are to be issued pursuant to an indenture dated as of January 25, 2017 (the “Indenture”) among the Company, Pattern US Finance Company LLC, as guarantor (the “Notes Guarantor”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”
